In 1999, NASA's New Millennium Program called for proposals to validate new technology in high-earth orbit for the Earth Observing-3 (NMP EO3) mission to fly in 2003. In response, we proposed to test a large aperture, active optics telescope in geosynchronous orbit. This would flight-qualify new technologies for both Earth and Space science: 1) a future instrument with LANDSAT image resolution and radiometric quality watching continuously from geosynchronous station, and 2) the Next Generation Space Telescope (NGST) for deep space imaging. Six enabling technologies were to be flight-qualified: 1) a 3-meter, lightweight segmented primary mirror, 2) mirror actuators and mechanisms, 3) a deformable mirror, 4) coarse phasing techniques, 5) phase retrieval for wavefront control during stellar viewing, and 6) phase diversity for wavefront control during Earth viewing. Three enhancing technologies were to be flight- validated: 1) mirror deployment and latching mechanisms, 2) an advanced microcontroller, and 3) GPS at GEO. In particular, two wavefront sensing algorithms, phase retrieval by JPL and phase diversity by ERIM International, were to sense optical system alignment and focus errors, and to correct them using high-precision mirror mechanisms. Active corrections based on Earth scenes are challenging because phase diversity images must be collected from extended, dynamically changing scenes. In addition, an Earth-facing telescope in GEO orbit is subject to a powerful diurnal thermal and radiometric cycle not experienced by deep-space astronomy. The Horizon proposal was a bare-bones design for a lightweight large-aperture, active optical system that is a practical blend of science requirements, emerging technologies, budget constraints, launch vehicle considerations, orbital mechanics, optical hardware, phase-determination algorithms, communication strategy, computational burdens, and first-rate cooperation among earth and space scientists, engineers and managers. This manuscript presents excerpts from the Horizon proposal's sections that describe the Earth science requirements, the structural -thermal-optical design, the wavefront sensing and control, and the on-orbit validation.